SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Clifford Kenneth F (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, FL 40 (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/19/2019	3. Issuer Name and Ticker or Trading Symbol Amplitude Healthcare Acquisition Corp [ AMHCU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(3)	(1)(3)	Class A Common Stock	2,875,000(1)(2)(3)	(3)	I	See Footnote(1)(2)

Explanation of Responses:

1. These shares represent the Class B common stock of the issuer held by Amplitude Healthcare Holdings LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Sponsor and the issuer. The Class B common stock owned by the Sponsor includes up to 375,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's registration statement.

2. Mr. Clifford, the Chief Financial Officer of the issuer, is a partner of Metalmark Capital II LLC ("Metalmark"), which is the sole member Metalmark Capital Holdings LLC. The partners of Metalmark indirectly control Metalmark Capital Holdings LLC, which is the general partner of Metalmark Capital Partners III GP, L.P., the sole member of Metalmark Amplitude Healthcare Holdings LLC. Metalmark Amplitude Healthcare Holdings LLC is a managing member of the Sponsor and shares the voting and dispositive power of the securities held by the Sponsor. Accordingly, each of Mr. Clifford, Metalmark Amplitude Healthcare Holdings LLC, Metalmark Capital Partners III GP, L.P., Metalmark Capital Holdings LLC and Metalmark Capital II LLC may be deemed to share beneficial ownership of such shares. Each of Mr. Clifford, Metalmark Amplitude Healthcare Holdings LLC, Metalmark Capital Partners III GP, L.P., Metalmark Capital Holdings LLC and Metalmark Capital II LLC, disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

3. As described in the issuer's registration statement on Form S-1 (File No. 333-234324) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

	/s/ Kenneth Clifford	11/19/2019
	** Signature of Reporting Person	Date
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